U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the Quarterly Period Ended July 31, 1999
Commission file number 000-27053
ANSEL PROJECT, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1493151
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7899 West Frost Drive, Littleton, Colorado 80128
(Address of principal executive offices) (Zip Code)
303-979-3224
(Issuer's telephone number)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
As of July 31, 1999, 1,230,000 shares of common stock, no par value, were
outstanding.
INDEX
Page
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements*
Condensed balance sheet - July 31, 1999 (Unaudited) 3
Condensed statement of operations - Three months ended
July 31, 1999 and 1998, and April 9, 1998 (inception)
through July 31, 1999 (Unaudited) 4
Condensed statements of cash flows - Three months ended
July 31, 1999 and 1998, and April 9, 1998 (inception)
through July 31, 1999 (Unaudited) 5
Notes to condensed financial statements (Unaudited) 6
Item 2. Plan of operation 8
PART II--OTHER INFORMATION 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures 9
*The accompanying financial statements are not covered by an Independent
Certified Public Accountant's report.
ANSEL PROJECT, INC
A Development Stage Company
Condensed Balance Sheet
July 31, 1999
(unaudited)
ASSETS
ASSETS
Cash $ 577
----------
TOTAL ASSETS 577
----------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities,
related party (Note B) $ 494
----------
TOTAL LIABILITIES 494
SHAREHOLDERS' EQUITY
Common stock 2,673
Deficit Accumulated during the development stage (2,590)
----------
TOTAL SHAREHOLDERS' EQUITY $ 83
----------
$ 577
----------
See accompanying notes to condensed financial statements
ANSEL PROJECT, INC
A Development Stage Company
Condensed Statement of Operations
(Unaudited)
April 9, 1998
(inception)
Three Months Ended through
July 31, July 31,
1999 1998 1999
Revenue - - -
Cost and expenses 17 375 2,017
Cost and expenses,
related party (Note B) 216 156 573
----------- ----------- -----------
Net Loss Before Taxes (233) (531) (2,590)
Income taxes - - -
----------- ----------- -----------
Net income (loss) $ (233) $ (531) $ (2,590)
=========== =========== ===========
Basic (loss) per share $ * $ * $ *
Weighted average shares
outstanding 1,230,000 1,230,000 1,230,000
=========== =========== ===========
* Less than $.01 per share
See accompanying notes to condensed financial statements
ANSEL PROJECT, INC
A Development Stage Company
Condensed Statements of Cash Flows
April 9, 1998
(inception)
Three Months Ended through
July 31, July 31, 1999
1999 1998 (unaudited)
(unaudited)
NET CASH (USED IN) $ (1,723) $ (156) $ (2,080)
OPERATING ACTIVITIES
NET CASH PROVIDED BY - - -
INVESTING ACTIVITIES
FINANCING ACTIVITIES
Sale of common stock - 2,300 -
Offering costs incurred - (127) -
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 2,173 2,084
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,507) 2,084 577
Cash and cash equivalents,
beginning of period 2,084 - -
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 577 $ 2,084 $ 577
=========== =========== ===========
See accompanying notes to condensed financial statements
ANSEL PROJECT, INC
A Development Stage Company
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
July 31, 1999
Note A: Basis of Presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
for the year ended April 30, 1999 as filed in its Form 10-SB filed August 16,
1999 and should be read in conjunction with the notes thereto. The Company
entered the development stage in accordance with Statement of Financial
Accounting Standard ("SFAS") No. 7 on April 9, 1998 and its purpose is to
evaluate, structure and complete a merger with, or acquisition of, a privately
owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the year.
Interim financial data presented herein are unaudited. The unaudited interim
financial information presented herein has been prepared by the Company in
accordance with the policies in its audited financial statements for the year
ended April 30, 1999 and should be read in conjunction with the notes thereto.
Note B: Related Party Transactions
The Company has issued an affiliate 1,000,000 shares of common stock in
exchange for services related to management and organization costs of $500.
The affiliate will provide administrative and marketing services as needed.
The affiliate may, from time to time, advance to the Company any additional
funds that the Company needs for operating capital and for costs in connection
with searching for or completing an acquisition or merger.
On behalf of the Company, an affiliate sold 230,000 shares of the Company's
common stock in a private placement for $2,300. The private placement, which
closed in July 1998, also included the offering of common shares in nineteen
other corporations. The costs related to the offering and certain legal fees
and general and administrative fees were allocated to each of the twenty
companies participating in the offering. The Company's pro rata one twentieth
share of the costs and expenses were deducted from the gross proceeds from the
sale of the Company's common shares. The gross proceeds of $2,300 were
transferred to the Company net of offering costs of $127, certain general and
administrative costs incurred by the affiliate of $89, resulting in a cash
balance of $2,084 at July 31, 1998. During the three months ended July 31,
1999, the Company paid accounting fees of $1500 and bank fees of $7, resulting
in a cash balance of $577 at July 31, 1999.
The affiliate incurred general and administrative costs on behalf of the
Company of $96. The Company's pro rata share of those costs is $14.
Additionally, the affiliate incurred further legal fees on behalf of the
Company, along with other companies mentioned above totaling $9593. The
Company's pro rata share of those fees is $480, and together with its share of
general and administrative costs, is included in accounts payable ($167) and
accrued liabilities ($327) in the accompanying financial statements.
Note C: Income Taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the three periods shown on the condensed
financial statements resulting in a deferred tax asset, which was fully
allowed for, therefore the net benefit and expense result in $0 income taxes.
Part I--Item 2. Plan of Operation
The Company's plan of operation is to seek out, investigate, and pursue a
merger, acquisition, or other business combination with an entity desiring the
perceived benefits offered by the Company as a result of its having a class of
securities registered under the Exchange Act. There have been no revenues
from operations since formation, and none are anticipated prior to completing
a business combination. The Company continues to have no full time employees,
no rent expenses, and no recurring operational expenses other than
professional fees incurred as necessary. The Company's president continues to
devote approximately ten (10) hours per month, without compensation, to the
affairs of the Company. The Company does not anticipate raising any
additional funds in the next twelve (12) months, and has no present plans to
acquire any assets or make any investments prior to completing a business
combination.
To date, the Company has not identified a suitable target entity for any type
of business combination, and management has no particular type of merger,
acquisition, or business opportunity in mind. No restrictions have been
placed on management's discretion to seek out and participate in an
appropriate business opportunity. Due to limited financial resources it is
anticipated that only a single potential business venture will be pursued.
Selection of an appropriate business opportunity is complex and risky due to
the Company's limited financial resources, the speculative nature of
operations, management's limited time commitment to the Company, management's
potential conflicts of interest, the burdens of being a reporting company,
lack of market research, and competition in the marketplace. The Company's
success is dependent upon locating and consummating a business combination,
and there are no assurances that this will occur.
Part II--Other Information
Items 1 through 5
No response required.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Ansel Project, Inc.
Date: September 13, 1999 By:/s/ George G. Andrews
George G. Andrews, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANSEL
PROJECT, INC. UNAUDITED BALANCE SHEET AS OF JULY 31, 1999 AND THE RELATED
STATEMENT OF INCOME FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1999
<PERIOD-END> JUL-31-1999
<CASH> 577
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 577
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 577
<CURRENT-LIABILITIES> 494
<BONDS> 0
0
0
<COMMON> 2,673
<OTHER-SE> (2,590)
<TOTAL-LIABILITY-AND-EQUITY> 577
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 233
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (233)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (233)
<EPS-BASIC> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Less than .01 per share.
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